EXHIBIT
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 19th day of December 2016, by and between
Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each individual or entity named
on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all
of such individuals or entities, collectively, the “Buyers”).


 


RECITALS


 


A.       
Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder, the Company desires to issue and
sell to each Buyer, and each Buyer, severally and not jointly, desires to purchase from the Company, securities of the Company
as more fully described in this Agreement.


 


B.       In
connection with the offering, the Company, together with National Securities Corporation (the “Placement Agent”),
have entered into an escrow agreement, in the form attached hereto as Exhibit C (the “Escrow Agreement”),
with Delaware Trust Company (the “Escrow Agent”), to hold the Purchase Price (as hereinafter defined), to be
released at the Closing to the Company, upon the written consent of the Company and the Placement Agent.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound,
agree as follows:


 


ARTICLE
I


RECITALS,
EXHIBITS, SCHEDULES


 


The
foregoing recitals are true and correct and, together with the Schedules and Exhibits referred to hereafter, are hereby incorporated
into this Agreement by this reference.


 


ARTICLE
II


DEFINITIONS


 


For
purposes of this Agreement, except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless
the context otherwise requires, the capitalized terms in this Agreement shall have the meanings assigned to them in this Article
as follows:


 


2.1       “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 




    	 	 	 



    	 	 	 



    


 


2.2       “Assets”
means all of the properties and assets of the Company and its Operating Subs, whether real, personal or mixed, tangible or intangible,
wherever located, whether now owned or hereafter acquired.


 


2.3       “Buyer’s
Purchase Price” shall mean, with respect to any Buyer, the “Purchase Price” opposite such Buyer’s
name on the Schedule of Buyers.


 


2.4       “Claims”
means any Proceedings, Judgments, Obligations, known threats, losses, damages, deficiencies, settlements, assessments, charges,
costs and expenses of any nature or kind.


 


2.5       “Common
Stock” means the Company’s common stock, $0.001 par value per share.


 


2.6       “Consent”
means any consent, approval, order or authorization of, or any declaration, filing or registration with, or any application or
report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing) of, by or with, any Person,
which is necessary in order to take a specified action or actions, in a specified manner and/or to achieve a specific result.


 


2.7       “Contract”
means any written or oral contract, agreement, order or commitment of any nature whatsoever, including, any sales order, purchase
order, lease, sublease, license agreement, services agreement, loan agreement, mortgage, security agreement, guarantee, management
contract, employment agreement, consulting agreement, partnership agreement, shareholders agreement, buy-sell agreement, option,
warrant, debenture, subscription, call or put.


 


2.8       “Encumbrance”
means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant, restriction, reservation,
conditional sale, prior assignment, or any other encumbrance, claim, burden or charge of any nature whatsoever.


 


2.9       “Environmental
Requirements” means all Laws and requirements relating to human, health, safety or protection of the environment or
to emissions, discharges, releases or threatened releases of pollutants, contaminants, or Hazardous Materials in the environment
(including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or otherwise relating
to the treatment, storage, disposal, transport or handling of any Hazardous Materials.


 


2.10       “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


2.11       “GAAP”
means generally accepted accounting principles, methods and practices set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial
Accounting Standards Board, the SEC or of such other Person as may be approved by a significant segment of the U.S. accounting
profession, in each case as of the date or period at issue, and as applied in the U.S. to U.S. companies.


 




    	 	2	 



    	 	 	 



    


 


2.12       “Governmental
Authority” means any foreign, federal, state or local government, or any political subdivision thereof, or any court,
agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial,
regulatory or administrative function of government.


 


2.13       “Hazardous
Materials” means: (i) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could
become friable, urea formaldehyde foam insulation and transformers or other equipment that contain dielectric fluid containing
levels of polychlorinated biphenyls (PCB’s); (ii) any chemicals, materials, substances or wastes which are now or hereafter
become defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous
materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,”
“toxic pollutants” or words of similar import, under any Law; and (iii) any other chemical, material, substance, or
waste, exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority.


 


2.14       “Judgment”
means any order, writ, injunction, fine, citation, award, decree, or any other judgment of any nature whatsoever of any Governmental
Authority.


 


2.15       “Law”
means any provision of any law, statute, ordinance, code, constitution, charter, treaty, rule or regulation of any Governmental
Authority applicable to the Company.


 


2.16       “Leases”
means all leases for real or personal property.


 


2.17       “Material
Adverse Effect” means with respect to the event, item or question at issue, that such event, item or question would
not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of
this Agreement or any of the Transaction Documents; (ii) a material adverse effect on the results of operations, Assets, business
or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole; or (iii) a material adverse effect
on the Company’s or its subsidiaries’ ability to perform, on a timely basis, its or their respective Obligations under
this Agreement or any Transaction Documents.


 


2.18       “Material
Contract” means any Contract to which the Company is a party or by which it is bound which has been filed or is required
to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K promulgated
by the SEC.


 


2.19       “Obligation”
means any debt, liability or obligation of any nature whatsoever, whether secured, unsecured, recourse, nonrecourse, liquidated,
unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or obligations under executory
Contracts.


 


2.20       “Operating
Sub” shall have the meaning given in Section 6.1.


 


2.21       “Ordinary
Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect
to quantity, quality and frequency).


 


2.22       “Outside
Closing Date” shall have the meaning given in Section 12.1.


 




    	 	3	 



    	 	 	 



    


 


2.23       “Permit”
means any license, permit, approval, waiver, order, authorization, right or privilege of any nature whatsoever, granted, issued,
approved or allowed by any Governmental Authority.


 


2.24       “Person”
means any individual, sole proprietorship, joint venture, partnership, company, corporation, association, cooperation, trust,
estate, Governmental Authority, or any other entity of any nature whatsoever.


 


2.25       “Principal
Trading Market” shall mean the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the
OTC Markets, including the Bulletin Board and Pink Sheets, the NYSE Euronext or the New York Stock Exchange, whichever is at the
time the principal trading exchange or market for the Common Stock.


 


2.26       “Proceeding”
means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other
proceeding of any nature whatsoever.


 


2.27       “Real
Property” means any real estate, land, building, structure, improvement, fixture or other real property of any nature
whatsoever, including, but not limited to, fee and leasehold interests.


 


2.28       “Registration
Rights Agreement” means the Registration Rights Agreement, dated the date hereof, among the Company and the Buyers,
in the form of Exhibit A attached hereto.


 


2.29       “SEC”
means the United States Securities and Exchange Commission.


 


2.30       “SEC
Documents” shall have the meaning given in Section 6.7.


 


2.31       “Securities”
means collectively, the Shares, the Warrants and the Warrant Shares.


 


2.32       “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


2.33       “Shares”
shall have the meaning given in Section 4.1.


 


2.34       “Tax”
means (i) any foreign, federal, state or local income, profits, gross receipts, franchise, sales, use, occupancy, general property,
real property, personal property, intangible property, transfer, fuel, excise, accumulated earnings, personal holding company,
unemployment compensation, social security, withholding taxes, payroll taxes, or any other tax of any nature whatsoever, (ii)
any foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee, occupation fee, assessment,
rent, or any other fee or charge of any nature whatsoever, or (iii) any deficiency, interest or penalty imposed with respect to
any of the foregoing.


 


2.35       “Tax
Return” means any tax return, filing, declaration, information statement or other form or document required to be filed
in connection with or with respect to any Tax.


 




    	 	4	 



    	 	 	 



    


 


2.36       “Transaction
Documents” means this Agreement, the Registration Rights Agreement and the Warrant executed in connection with the transactions
contemplated hereunder.


 


2.37       “Units”
shall have the meaning given in Section 4.1.


 


2.38       “Warrants”
means the Warrants, dated the date hereof, issued by the Company to each Buyer, in the form of Exhibit B attached hereto.


 


2.39       “Warrant
Shares” shall have the meaning given in Section 4.1.


 


ARTICLE
III


INTERPRETATION


 


In
this Agreement, unless the express context otherwise requires: (i) the words “herein,” “hereof” and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) references
to the words “Article” or “Section” refer to the respective Articles and Sections of this Agreement, and
references to “Exhibit” or “Schedule” refer to the respective Exhibits and Schedules annexed hereto; (iii)
references to a “party” mean a party to this Agreement and include references to such party’s permitted successors
and permitted assigns; (iv) references to a “third party” mean a Person not a party to this Agreement; (v) the terms
“dollars” and “$” means U.S. dollars; (vi) wherever the word “include,” “includes”
or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.”


 


ARTICLE
IV


PURCHASE
AND SALE


 


4.1       Sale
and Issuance of Units. Subject to the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly,
to purchase, and the Company agrees to sell and issue to each Buyer, the number of units set forth in the column designated “Number
of Units” opposite such Buyer’s name on the Schedule of Buyers (the “Units”), with each Unit consisting
of one (1) share of Common Stock (each a “Share” and collectedly, the “Shares”) and a Warrant
to purchase one (1) share (each a “Warrant Share” and collectedly, the “Warrant Shares”)
of Common Stock. The aggregate of all Units purchased and sold shall be no less than Five Million Dollars ($5,000,000), and no
more than Ten Million Dollars ($10,000,000) at a cash purchase price of $1.915 per Unit (the “Purchase Price”).
The Warrants will be exercisable for a period commencing six months after the Closing Date (as defined herein) and ending on the
three year anniversary of the Closing Date, at an exercise price equal to the closing consolidated bid price of a share of the
Common Stock on the day preceding the date of this Agreement. The Company’s agreement with each Buyer is a separate agreement,
and the sale and issuance of the Units to each Buyer is a separate sale and issuance.


 


4.2       Closing.



 


(a)       The
purchase, sale and issuance of the Units shall take place at one or more closings (each of which is referred to in this Agreement
as a “Closing” and the date of each is referred to in this Agreement as a “Closing Date”).
The initial Closing (the “Initial Closing”) shall have a minimum total Purchase Price of not less than Five
Million Dollars ($5,000,000) (the “Minimum Purchase Proceeds”). The Initial Closing shall take place at the
offices of Golenbock Eiseman Assor Bell & Peskoe LLP, 711 Third Avenue, New York, New York 10017, or such other location as
the parties shall mutually agree, no later than the second business day following the satisfaction or waiver of the conditions
provided in Articles VIII and IX of this Agreement (other than conditions that, by their terms, are intended to be satisfied at
the Closing, but subject to the satisfaction or waiver of those conditions) (the “Initial Closing Date”), but
in no event later than the Outside Closing Date.


 




    	 	5	 



    	 	 	 



    


 


(b)       If
less than all of the Units are sold and issued at the Initial Closing, then, subject to the terms and conditions of this Agreement,
the Company may sell and issue at one or more subsequent closings (each, a “Subsequent Closing”), up through
but no later than the Outside Closing Date, to each Buyer who did not purchase Units at the Initial Closing or a Subsequent Closing,
the number of Units set forth in the column designated “Number of Units” opposite such Buyer’s name on the Schedule
of Buyers. Any such sale and issuance in a Subsequent Closing shall be on the same terms and conditions as those contained herein.
Each Subsequent Closing shall take place at such date, time and place as shall be approved by the Company in its sole discretion.


 


4.3       Form
of Payment; Delivery. At each Closing, each Buyer shall deliver to the Company the Buyer’s Purchase Price by the release
of the Buyer’s Purchase Price from escrow in accordance with the Escrow Agreement.


 


ARTICLE
V


BUYERS’
REPRESENTATIONS AND WARRANTIES


 


Each
Buyer severally represents and warrants to the Company, that:


 


5.1       Investment
Purpose. The Buyer is acquiring the Securities for its own account for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the
Securities Act; provided, however, that by making the representations herein, the Buyer reserves the right to dispose of the Securities
at any time in accordance with or pursuant to an effective registration statement covering such Securities or an available exemption
under the Securities Act. The Buyer acknowledges that a legend will be placed on the certificates representing the Securities
in the following form:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, THE AVAILABILITY OF WHICH
IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF COUNSEL TO THE ISSUER.


 




    	 	6	 



    	 	 	 



    


 


5.2       Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D,
as promulgated under the Securities Act.


 


5.3       Reliance
on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities Laws and that the Company is relying in part
upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of the Buyer to acquire the Securities.


 


5.4       Information.
The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of
the Company and other information the Buyer deemed material to making an informed investment decision regarding its purchase of
the Units, which have been requested by such Buyer. The Buyer acknowledges that it has received and reviewed a copy of the SEC
Documents. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management.
The Buyer understands that its investment in the Securities involves a high degree of risk. Neither such inquiries, nor any other
due diligence investigations conducted by any Buyer or its advisors, if any, or its representatives, shall modify, amend or affect
each Buyer’s right to rely on the Company’s and Operating Subs’ representations and warranties contained in
Article VI below. The Buyer is in a position regarding the Company, which, based upon employment, family relationship or economic
bargaining power, enabled and enables such Buyer to obtain information from the Company in order to evaluate the merits and risks
of this investment. The Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to its acquisition of the Securities. Without limiting the foregoing, the Buyer has carefully
considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities
are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things,
the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s
Form 10-K filed March 23, 2016, which is attached hereto as Appendix I, as updated in the Company’s Form 10-Q filed November
14, 2016, which is attached hereto as Appendix II.


 


5.5       Minimum
Offering. The Buyer understands that the Company may accept such Buyer’s purchase of Units hereunder, at any time once
the Company shall have received an aggregate Purchase Price in the amount of $5 million. Any officer or director of the Company
or the Placement Agent, or any of such parties affiliates, may participate in this offering and their investment, if any, will
count towards the foregoing minimum amount. As such, the Buyer understands that the Company may not receive proceeds hereunder
in any amount greater than $5 million, which may limit the Company’s ability to execute upon its intended business plan.


 


5.6       No
Governmental Review. The Buyer understands that no United States federal or state Governmental Authority has passed on or
made any recommendation or endorsement of the Securities, or the fairness or suitability of the investment in the Securities,
nor have such Governmental Authorities passed upon or endorsed the merits of the offering of the Securities.


 




    	 	7	 



    	 	 	 



    


 


5.7       Authorization,
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid
and binding agreement of the Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws
relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


5.8       General
Solicitation. The Buyer is not purchasing the Units as a result of any advertisement, article, notice or other communication
regarding the Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general advertisement. The Buyer represents that it has a relationship with the
Placement Agent or the Company preceding its decision to purchase the Units from the Company.


 


ARTICLE
VI


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as set forth and disclosed in the Company’s disclosure schedules (“Disclosure Schedules”) attached to
this Agreement and made a part hereof, the Company and Operating Sub each hereby makes the following representations and warranties
to the Buyer. The Disclosure Schedules shall be arranged in sections corresponding to the numbered and lettered sections and subsections
contained in this Article VI and certain other sections of this Agreement, and the disclosures in any section or subsection
of the Disclosure Schedules shall qualify other sections and subsections in this Article VI only to the extent it is readily
apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.


 


6.1       Subsidiaries.
Except for those subsidiaries set forth in Schedule 6.1 (each an “Operating Sub”), the Company has no
subsidiaries and the Company does not own, directly or indirectly, any outstanding voting securities of or other interests in,
or have any control over, any other Person. Except as set forth in Schedule 6.1, the Company wholly-owns each Operating
Sub. With respect to each Operating Sub, all representations and warranties in this Article VI and elsewhere in this Agreement
shall be deemed repeated and re-made from and by each Operating Sub, as if such representations and warranties were independently
made by each Operating Sub, in this Agreement (but modified as necessary in order to give effect to the intent of the parties
that such representation and warranty is being made by the Operating Sub, rather than the Company, as applicable). In addition,
each representation and warranty contained in this Article VI or otherwise set forth in this Agreement shall be deemed to mean
and be construed to include the Company and each of its subsidiaries, as applicable, regardless of whether each of such representations
and warranties in Article VI specifically refers to the Company’s subsidiaries or not.


 




    	 	8	 



    	 	 	 



    


 


6.2       Organization.
The Company and its subsidiaries are corporations, duly organized, validly existing and in good standing under the Laws of the
jurisdiction in which they are incorporated. The Company has the full corporate power and authority and all necessary certificates,
licenses, approvals and Permits to: (i) enter into and execute this Agreement and the Transaction Documents and to perform all
of its Obligations hereunder and thereunder; and (ii) own and operate its Assets and properties and to conduct and carry on its
business as and to the extent now conducted. The Company is duly qualified to transact business and is in good standing as a foreign
corporation in each jurisdiction where the character of its business or the ownership or use and operation of its Assets or properties
requires such qualification, except to the extent that failure to so qualify will not result in a Material Adverse Effect.


 


6.3       Authority
and Approval of Agreement; Binding Effect. The execution and delivery by the Company of this Agreement and the Transaction
Documents, and the performance by the Company of all of its Obligations hereunder and thereunder, including the issuance of the
Securities, have been duly and validly authorized and approved by the Company and its board of directors pursuant to all applicable
Laws and no other corporate action or Consent on the part of the Company, its board of directors, stockholders or any other Person
is necessary or required by the Company to execute this Agreement and the Transaction Documents, consummate the transactions contemplated
herein and therein, perform all of Company’s Obligations hereunder and thereunder, or to issue the Securities. This Agreement
and each of the Transaction Documents have been duly and validly executed by the Company (and the officer executing this Agreement
and all such other Transaction Documents is duly authorized to act and execute same on behalf of the Company) and constitute the
valid and legally binding agreements of the Company, enforceable against the Company in accordance with their respective terms,
except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


 


6.4       Capitalization.
Immediately prior to the Initial Closing, the authorized capital stock of the Company will consist of 90,000,000 shares of Common
Stock, of which 13,253,796 shares of Common Stock are issued and outstanding. All of such outstanding shares have been validly
issued and are fully paid and nonassessable. The Common Stock is currently quoted on the Nasdaq Capital Market under the trading
symbol “IMMY.” The Company has received no notice, either oral or written, with respect to the continued eligibility
of the Common Stock for quotation on the Principal Trading Market, and the Company has maintained all requirements on its part
for the continuation of such quotation. Except as set forth on Schedule 6.4, no shares of Common Stock are subject to preemptive
rights or any other similar rights or any Encumbrances suffered or permitted by the Company. Except as set forth on Schedule
6.4, as of the date hereof: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company
or any of its subsidiaries, or Contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries
is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, any shares of capital stock of the Company or any of its subsidiaries; (collectively, “Derivative Securities”);
(ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other Contracts or instruments evidencing
indebtedness of the Company or any of its subsidiaries, or by which the Company or any of its subsidiaries is or may become bound;
(iii) there are no outstanding registration statements with respect to the Company or any of its securities (other than registration
statements on Form S-8); (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated
to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement); (v) there are no
financing statements securing obligations filed in connection with the Company or any of its Assets; (vi) there are no securities
or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement
or the consummation of the transactions described herein or therein; and (vii) there are no outstanding securities or instruments
of the Company which contain any redemption or similar provisions, and there are no Contracts by which the Company is or may become
bound to redeem a security of the Company. Except as set forth on Schedule 6.4, there are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s stockholders. Schedule 6.4 sets forth a detailed
calculation of the total number of shares of Common Stock outstanding as of the date hereof assuming (i) the issuance of 5.1 million
Units pursuant to this Agreement; (ii) the exercise in full of all outstanding Derivative Securities taking into account all applicable
anti-dilution or similar adjustments or rights, including without limitation those resulting from the issuance of Units and the
exercise of the Warrants made part thereof pursuant to this Agreement; and (iii) the exercise of all Derivative Securities authorized
for issuance, but not yet issued, under any plan of the Company.


 




    	 	9	 



    	 	 	 



    


 


6.5       No
Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Transaction Documents,
and the consummation of the transactions contemplated hereby and thereby, will not: (i) constitute a violation of or conflict
with any provision of the Company’s or any Operating Sub’s certificate or articles of incorporation, bylaws or other
organizational or charter documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice,
upon lapse of time, or both), or conflict with, or give to any other Person any rights of termination, amendment, acceleration
or cancellation of, any provision of any Material Contract; (iii) constitute a violation of, or a default or breach under (either
immediately, upon notice, upon lapse of time, or both), or conflict with, any Judgment; (iv) assuming the accuracy of the representations
and warranties of the Buyers set forth in Article V above, constitute a violation of, or conflict with, any Law (including United
States federal and state securities Laws and the rules and regulations of any market or exchange on which the Common Stock is
quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Encumbrance with
respect to, any Permit granted or issued to, or otherwise held by or for the use of, Company or any of Company’s Assets.
The Company is not in violation of its articles of incorporation, bylaws or other organizational or governing documents and the
Company is not in default or breach (and no event has occurred which with notice or lapse of time or both could put the Company
in default or breach) under, and the Company has not taken any action or failed to take any action that would give to any other
Person any rights of termination, amendment, acceleration or cancellation of, any Material Contract. Except as specifically contemplated
by this Agreement, the Company is not required to obtain any Consent of, from, or with any Governmental Authority, or any other
Person, in order for it to execute, deliver or perform any of its Obligations under this Agreement or the Transaction Documents
in accordance with the terms hereof or thereof, or to issue and sell the Securities in accordance with the terms hereof. All Consents
which the Company is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior
to the date hereof. 


 


6.6       Issuance
of Securities. The Shares and the Warrant Shares are duly authorized and, upon issuance in accordance with the terms hereof
or the Warrant, as the case may be, shall be duly issued, fully paid and non-assessable, and free from all Encumbrances with respect
to the issue thereof, and, assuming the accuracy of the representations and warranties of the Buyers set forth in Article V above,
will be issued in compliance with all applicable United States federal and state securities Laws. Assuming the accuracy of the
representations and warranties of the Buyers set forth in Article V above, the offer and sale by the Company of the Securities
is exempt from: (i) the registration and prospectus delivery requirements of the Securities Act; and (ii) the registration and/or
qualification provisions of all applicable state and provincial securities and “blue sky” laws.


 


6.7       SEC
Documents; Financial Statements. The Common Stock is registered pursuant to Section 12 of the Exchange Act and the Company
has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the
Exchange Act (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date hereof and
all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein,
being hereinafter referred to as the “SEC Documents”). The Company is current with its filing obligations under
the Exchange Act and all SEC Documents have been filed on a timely basis or the Company has received a valid extension of such
time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company represents and warrants
that true and complete copies of the SEC Documents are available on the SEC’s website (www.sec.gov) at no charge
to Buyers, and Buyers acknowledge that each of them may retrieve all SEC Documents from such website and each Buyer’s access
to such SEC Documents through such website shall constitute delivery of the SEC Documents to Buyers. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the Exchange Act, and none of the SEC Documents,
at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended
or updated under applicable Law (except as such statements have been amended or updated in subsequent filings prior to the date
hereof, which amendments or updates are also part of the SEC Documents). As of their respective dates, the financial statements
of the Company included in the SEC Documents (“Financial Statements”) complied in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (except as such Financial
Statements have been amended or updated in subsequent filings prior to the date hereof, which amendments or updates are also part
of the SEC Documents). All of the Financial Statements have been prepared in accordance with GAAP, consistently applied, during
the periods involved (except: (i) as may be otherwise indicated in such Financial Statements or the notes thereto; or (ii) in
the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements),
and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the
consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments). To the knowledge of the Company and its officers, no other information provided by or on
behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under
which they are or were made, not misleading.


 




    	 	10	 



    	 	 	 



    


 


6.8       Absence
of Certain Changes. Since the date the last of the SEC Documents was filed with the SEC, none of the following have occurred:


 


(a)       There
has been no event or circumstance of any nature whatsoever that has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect; or


 


(b)       Except
for this Agreement and the other Transaction Documents, there has been no transaction, event, action, development, payment, or
other matter of any nature whatsoever entered into by the Company that requires disclosure in an SEC Document which has not been
so disclosed.


 


6.9       Absence
of Litigation or Adverse Matters. Except as disclosed in the SEC Documents: (i) there is no Proceeding before or by any Governmental
Authority or any other Person, pending, or the best of Company’s knowledge, threatened or contemplated by, against or affecting
the Company, its business or Assets; (ii) there is no outstanding Judgments against or affecting the Company, its business or
Assets; and (iii) the Company is not in breach or violation of any Material Contract.


 


6.10       Liabilities
of the Company. The Company does not have any Obligations of a nature required by GAAP to be disclosed on a consolidated balance
sheet of the Company, except: (i) as disclosed in the Financial Statements; or (ii) incurred in the Ordinary Course of Business
since the date of the last Financial Statements filed by the Company with the SEC that have not had, and would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


6.11       Title
to Assets. The Company has good and marketable title to, or a valid license or leasehold interest in, all of its Assets which
are material to the business and operations of the Company as presently conducted, free and clear of all Encumbrances or restrictions
on the transfer or use of same, other than restrictions on transfer or use arising under a license or Lease with respect to such
Assets that, individually or in the aggregate, would not have, or be reasonably expected to, materially interfere with the purposes
for which they are currently used and for the purposes for which they are proposed to be used. Except as would not have a Material
Adverse Effect, the Company’s Assets are in good operating condition and repair, ordinary wear and tear excepted, and are
free of any latent or patent defects which might impair their usefulness, and are suitable for the purposes for which they are
currently used and for the purposes for which they are proposed to be used.


 


6.12       Real
Estate. 


 


(a)       Real
Property Ownership. The Company does not own any Real Property.


 




    	 	11	 



    	 	 	 



    


 


(b)       Real
Property Leases. Except pursuant to the Leases described in the SEC Documents (the “Company Leases”), the
Company does not lease any Real Property. With respect to each of the Company Leases, except as set forth on Schedule 6.12,
(i) the Company has been in peaceful possession of the property leased thereunder and neither the Company nor, to the Company’s
knowledge, the landlord is in default thereunder; (ii) no waiver, indulgence or postponement of any of the Obligations thereunder
has been granted by the Company or landlord thereunder; and (iii) there exists no event, occurrence, condition or act known to
the Company which, upon notice or lapse of time or both, would be or could become a default thereunder or which could result in
the termination of the Company Leases, or any of them, or have a Material Adverse Effect on the business of the Company, its Assets
or its operations or financial results. The Company has not violated nor breached any provision of any such Company Leases, and
all Obligations required to be performed by the Company under any of such Company Leases have been fully, timely and properly
performed. If requested by any of the Buyers, the Company has delivered to such Buyers true, correct and complete copies of all
Company Leases, including all modifications and amendments thereto, whether in writing or otherwise. The Company has not received
any written or oral notice to the effect that any of the Company Leases will not be renewed at the termination of the term of
such Company Leases, or that any of such Company Leases will be renewed only at higher rents.


 


6.13       Material
Contracts. An accurate, current and complete copy of each of the Material Contracts has been furnished to Buyers and/or is
readily available as part of the SEC Documents, and each of the Material Contracts constitutes the entire agreement of the respective
parties thereto relating to the subject matter thereof. Each of the Material Contracts is in full force and effect and is a valid
and binding Obligation of the parties thereto in accordance with the terms and conditions thereof. To the knowledge of the Company
and its officers, all Obligations required to be performed under the terms of each of the Material Contracts by any party thereto
have been fully performed by all parties thereto, and no party to any Material Contracts is in default with respect to any term
or condition thereof, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute
a default thereunder or would cause the acceleration or modification of any Obligation of any party thereto or the creation of
any Encumbrance upon any of the Assets of the Company. Further, the Company has received no notice, nor does the Company have
any knowledge, of any pending or contemplated termination of any of the Material Contracts and, no such termination is proposed
or has been threatened, whether in writing or orally.


 


6.14       Compliance
with Laws. Except as would not have a Material Adverse Effect, the Company is and at all times has been in material compliance
with all Laws. The Company has not received any notice that it is in violation of, has violated, or is under investigation with
respect to, or has been threatened to be charged with, any violation of any Law.


 


6.15       Intellectual
Property. The Company owns or possesses adequate and legally enforceable rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and all other intellectual property rights necessary to conduct its business as now
conducted. The Company does not have any knowledge of any infringement by the Company of trademark, trade name rights, patents,
patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other
intellectual property rights of others, and, to the knowledge of the Company, there is no Claim being made or brought against,
or to the Company’s knowledge, being threatened against, the Company regarding trademark, trade name, patents, patent rights,
invention, copyright, license, service names, service marks, service mark registrations, trade secret or other intellectual property
infringement; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.


 




    	 	12	 



    	 	 	 



    


 


6.16       Labor
and Employment Matters. The Company is not involved in any labor dispute or, to the knowledge of the Company, is any such
dispute threatened. To the knowledge of the Company and its officers, none of the Company’s employees is a member of a union
and the Company believes that its relations with its employees are good. To the knowledge of the Company and its officers, the
Company has complied in all material respects with all Laws relating to employment matters, civil rights and equal employment
opportunities.


 


6.17       Employee
Benefit Plans. The Company is in compliance in all material respects with all presently applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”);
no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined
in ERISA) for which the Company would have any liability; the Company has not incurred and does not expect to incur liability
under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections
412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder
(the “Code”); and each “pension plan” for which the Company would have any liability that is intended
to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by
action or by failure to act, which would cause the loss of such qualification. To the Company’s knowledge, the Company has
promptly paid and discharged all Obligations arising under ERISA of a character which if unpaid or unperformed might result in
the imposition of an Encumbrance against any of its Assets or otherwise have a Material Adverse Effect.


 


6.18       Tax
Matters. The Company has made and timely filed all Tax Returns required by any jurisdiction to which it is subject, and each
such Tax Return has been prepared in compliance with all applicable Laws, and all such Tax Returns are true and accurate in all
respects. Except and only to the extent that the Company has set aside on its books provisions reasonably adequate for the payment
of all unpaid and unreported Taxes, the Company has timely paid all Taxes shown or determined to be due on such Tax Returns, except
those being contested in good faith, and the Company has set aside on its books provision reasonably adequate for the payment
of all Taxes for periods subsequent to the periods to which such Tax Returns apply. There are no unpaid Taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any
such claim. The Company has withheld and paid all Taxes to the appropriate Governmental Authority required to have been withheld
and paid in connection with amounts paid or owing to any Person. There is no Proceeding or Claim for refund now in progress, pending
or, to the Company’s knowledge, threatened against or with respect to the Company regarding Taxes.


 


6.19       Insurance.
The Company is covered by valid, outstanding and enforceable policies of insurance which were issued to it by reputable insurers
of recognized financial responsibility, covering its properties, Assets and businesses against losses and risks normally insured
against by other corporations or entities in the same or similar lines of businesses as the Company is engaged and in coverage
amounts which are prudent and typically and reasonably carried by such other corporations or entities (the “Insurance
Policies”). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. None
of the Insurance Policies will lapse or terminate as a result of the transactions contemplated by this Agreement. The Company
has complied with the provisions of such Insurance Policies. The Company has not been refused any insurance coverage sought or
applied for and the Company does not have any reason to believe that it will not be able to renew its existing Insurance Policies
as and when such Insurance Policies expire or to obtain similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company.


 




    	 	13	 



    	 	 	 



    


 


6.20       Permits.
The Company possesses all Permits necessary to conduct its business, and the Company has not received any notice of, or is otherwise
involved in any Proceedings relating to, the revocation or modification of any such Permits. All such Permits are valid and in
full force and effect and the Company is in material compliance with the respective requirements of all such Permits.


 


6.21       Business
Location. The Company has no office or place of business other than as identified in the SEC Documents and the Company’s
principal executive offices are located in San Diego, California. All books and records of the Company and other material Assets
of the Company are held or located at the offices and places of business identified in the SEC Documents.


 


6.22       Environmental
Laws. The Company is and has at all times been in compliance in all material respects with any and all applicable Environmental
Requirements, and there are no pending Claims against the Company relating to any Environmental Requirements, nor to the best
knowledge of the Company, is there any basis for any such Claims.


 


6.23       Illegal
Payments. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company
has, in the course of his actions for, or on behalf of, the Company: (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback
or other unlawful payment to any foreign or domestic government official or employee.


 


6.24       Related
Party Transactions. Except as disclosed in the SEC Documents, and except for arm’s length transactions pursuant to which
the Company makes payments in the Ordinary Course of Business upon terms no less favorable than the Company could obtain from
third parties, none of the officers, directors or employees of the Company, nor any stockholders who own, legally or beneficially,
five percent (5%) or more of the issued and outstanding shares of any class of the Company’s capital stock (each a “Material
Shareholder”), is presently a party to any transaction with the Company (other than for services as employees, officers
and directors), including any Contract providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from, any officer, director or such employee or Material Shareholder
or, to the best knowledge of the Company, any other Person in which any officer, director, or any such employee or Material Shareholder
has a substantial or material interest in or of which any officer, director or employee of the Company or Material Shareholder
is an officer, director, trustee or partner. There are no Claims or disputes of any nature or kind between the Company and any
officer, director or employee of the Company or any Material Shareholder, or, to the Company’s knowledge, between any of
them, relating to the Company and its business.


 




    	 	14	 



    	 	 	 



    


 


6.25       Internal
Accounting Controls. Except as set forth in the SEC Documents, the Company and each of its subsidiaries maintain a system
of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with
management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability; (iii) access to Assets is permitted only in accordance
with management’s general or specific authorization; and (iv) the recorded accountability for Assets is compared with the
existing Assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


6.26       Acknowledgment
Regarding Buyers’ Purchase of the Units. The Company acknowledges and agrees that each Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to this Agreement and the transactions contemplated hereby and any advice given by any Buyer or any of its representatives
or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Buyer’s
purchase of the Units. The Company further represents to each Buyer that the Company’s decision to enter into this Agreement
has been based solely on the independent evaluation by the Company and its representatives.


 


6.27       Listing
and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12 of the Exchange Act, and
the Company has taken no action designed to, or which to the best of its knowledge is likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the SEC is contemplating
terminating such registration.


 


6.28       Bad
Actor. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person. As used in this
Section 6.28, the term “Company Covered Person” means, with respect to the Company as an “issuer”
for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


6.29       Brokerage
Fees. Except for the Placement Agent, there is no Person acting on behalf of the Company who is entitled to or has any claim
for any financial advisory, brokerage or finder’s fee or commission in connection with the execution of this Agreement or
the consummation of the transactions contemplated hereby. The Company has agreed to pay the Placement Agent a cash amount equal
to 7.5% of the gross proceeds from the sale of the Units. The Company has agreed to issue to the Placement Agent, or its designees,
a three-year warrant to purchase up to the number of shares of Common Stock equal to 4% of the shares of Common Stock included
in the Units (excluding the shares of Common Stock underlying the Warrants). The exercise price per share will be equal to the
exercise price of the Warrants made part of the Units, and the warrant will be exercisable commencing six months after the Closing
Date. The warrant to be issued to the Placement Agent will have a cashless exercise provision, and the shares issuable upon exercise
of the warrant will have registration rights. The Company has also agreed to reimburse the Placement Agent up to $40,000 for its
legal fees and other expenses in connection with the sale of the Units.


 




    	 	15	 



    	 	 	 



    


 


ARTICLE
VII


COVENANTS


 


7.1       Best
Efforts. Each party shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided
in Articles VIII and IX of this Agreement.


 


7.2       Form
D. If required by applicable Law, the Company agrees to file a Form D with respect to the Units as required under Regulation
D of the Securities Act and to provide a copy thereof to the Placement Agent. The Company shall, on or before the Closing Date,
take such action as the Company shall reasonably determine is necessary to qualify the Units, or obtain an exemption for the Units
for sale to each of the Buyers at Closing pursuant to this Agreement under applicable securities or “Blue Sky” Laws
of the states of the United States, and shall provide evidence of any such action so taken to the Placement Agent on or prior
to the Closing Date.


 


7.3       Affirmative
Covenants.


 


(a)       Reporting
Status; Listing. Until the earlier of three (3) years from the date hereof or when the Shares, Warrants and Warrant Shares
are no longer registered in the names of the Buyers on the books and records of the Company, the Company shall: (i) file in a
timely manner all reports required to be filed under the Securities Act, the Exchange Act or any securities Laws and regulations
thereof applicable to the Company of any state of the United States, or by the rules and regulations of the Principal Trading
Market, and, if not otherwise publicly available, to provide a copy thereof to a Buyer upon request; (ii) not terminate its status
as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder
would otherwise permit such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly
secure the listing of any of the Shares or Warrant Shares upon the Principal Trading Market (subject to official notice of issuance)
and, take all reasonable action under its control to maintain the continued listing, quotation and trading of its Common Stock
on the Principal Trading Market, and the Company shall comply in all respects with the Company’s reporting, filing and other
Obligations under the bylaws or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such
other Governmental Authorities, as applicable.


 




    	 	16	 



    	 	 	 



    


 


(b)       Rule
144. With a view to making available to each Buyer the benefits of Rule 144 under the Securities Act (“Rule 144”),
or any similar rule or regulation of the SEC that may at any time permit Buyers to sell any of the Shares or Warrant Shares to
the public without registration, the Company represents and warrants that: (i) the Company is, and has been for a period of at
least ninety (90) days immediately preceding the date hereof, subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act; (ii) the Company has filed all required reports under Section 13 or 15(d) of the Exchange Act, as applicable,
during the twelve (12) months preceding the Closing Date (or for such shorter period that the Company was required to file such
reports); (iii) the Company is not an issuer defined as a “Shell Company” (as hereinafter defined); and (iv) if the
Company has, at any time, been an issuer defined as a Shell Company, the Company has: (A) not been an issuer defined as a Shell
Company for at least six (6) months prior to the Closing Date; and (B) has satisfied the requirements of Rule 144(i) (including,
without limitation, the proper filing of “Form 10 information” at least six (6) months prior to the Closing Date).
For the purposes hereof, the term “Shell Company” shall mean an issuer that meets the description set forth
under Rule 144(i)(1)(i). In addition, until the earlier of five (5) years from the date hereof or when the Shares and Warrant
Shares no longer bear a restrictive legend, the Company shall, at its sole expense:


 


(i)       make,
keep and ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144,
is publicly available;


 


(ii)       furnish
to each Buyer, promptly upon reasonable request: (A) a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act; and (B) such other information as may be reasonably requested
by each Buyer to permit each Buyer to sell any of the Shares or Warrant Shares pursuant to Rule 144 without limitation or restriction;
and


 


(iii)       promptly
at the request of each Buyer, give the Company’s transfer agent instructions to the effect that, upon the transfer agent’s
receipt from any Buyer of a certificate (a “Rule 144 Certificate”) certifying that such Buyer’s holding
period (as determined in accordance with the provisions of Rule 144) for any portion of the Shares or Warrant Shares which such
Buyer proposes to sell (the “Securities Being Sold”) is not less than six (6) months, and receipt by the transfer
agent of the “Rule 144 Opinion” (as hereinafter defined) from the Company or its counsel (or from such Buyer and its
counsel as permitted below), the transfer agent is to effect the transfer of the Securities Being Sold and issue to such Buyer
or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive
legend and without recording any restrictions on the transferability of such Securities Being Sold on the transfer agent’s
books and records or, at the Buyer’s option, the Securities Being Sold shall be transmitted by the transfer agent to the
Buyer by crediting the account of the Buyer’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system if the transfer agent is then a participant in such system. In this regard,
upon each Buyer’s request, the Company shall have an affirmative obligation at its expense to cause its counsel to promptly
issue to the transfer agent a legal opinion providing that, based on the Rule 144 Certificate, the Securities Being Sold were
or may be sold, as applicable, pursuant to the provisions of Rule 144, even in the absence of an effective registration statement
(the “Rule 144 Opinion”). If the transfer agent requires any additional documentation in connection with any
proposed transfer by any Buyer of any Securities Being Sold, the Company shall promptly deliver or cause to be delivered to the
transfer agent or to any other Person, all such additional documentation as may be necessary to effectuate the transfer of the
Securities Being Sold and the issuance of an unlegended certificate to any transferee thereof, all at the Company’s expense.


 




    	 	17	 



    	 	 	 



    


 


(c)       Matters
With Respect to Shares and Transfer Agent. 


 


(i)       Removal
of Restrictive Legends. In the event that any Buyer has any shares of the Company’s Common Stock bearing any restrictive
legends, and such Buyer, through its counsel or other representatives, submits to the Company’s transfer agent (“Transfer
Agent”) any such shares for the removal of the restrictive legends thereon, whether in connection with a sale of such
shares pursuant to any exemption to the registration requirements under the Securities Act, or otherwise, and the Company and
or its counsel refuses or fails for any reason (except to the extent that such refusal or failure is based solely on applicable
Law that would prevent the removal of such restrictive legends) to render an opinion of counsel or any other documents or certificates
required for the removal of the restrictive legends, then the Company hereby agrees and acknowledges that such Buyer is hereby
irrevocably and expressly authorized to have counsel to such Buyer render any and all opinions and other certificates or instruments
which may be required for purposes of removing such restrictive legends, and the Company hereby irrevocably authorizes and directs
the Transfer Agent to, without any further confirmation or instructions from the Company, issue any such shares without restrictive
legends as instructed by such Buyer, and surrender to a common carrier for overnight delivery to the address as specified by such
Buyer, certificates, registered in the name of such Buyer or its designees, representing the shares of Common Stock to which such
Buyer is entitled, without any restrictive legends and otherwise freely transferable on the books and records of the Company.


 


(ii)       Authorized
Agent of the Company. The Company hereby irrevocably appoints each Buyer and each Buyer’s counsel and its representatives,
each as the Company’s duly authorized agent and attorney-in-fact for the Company solely for the purposes of authorizing
and instructing the Transfer Agent to process issuances, transfers and legend removals upon instructions from each Buyer, or any
counsel or representatives of each Buyer, in strict compliance with this Section 7.3(c). The authorization and power of
attorney granted hereby is coupled with an interest and is irrevocable so long as any Buyer owns or has the right to receive,
any shares of the Company’s Common Stock hereunder. In this regard, the Company hereby confirms to the Transfer Agent and
each Buyer that it can NOT and will NOT give instructions, including stop orders or otherwise, inconsistent with
the terms of this Section 7.3(c) with regard to the matters contemplated herein, and that each Buyer shall have the absolute
right to provide a copy of this Agreement to the Transfer Agent as evidence of the Company’s irrevocable authority for each
Buyer and Transfer Agent to process issuances, transfers and legend removals upon instructions from each Buyer, or any counsel
or representatives of each Buyer, in each case as specifically contemplated in this Section 7.3(c), without any further
instructions, orders or confirmations from the Company.


 


(iii)       Injunction
and Specific Performance. The Company specifically acknowledges and agrees that in the event of a breach or threatened breach
by the Company of any provision of this Section 7.3(c), each Buyer will be irreparably damaged and that damages at law
would be an inadequate remedy if this Agreement were not specifically enforced. Therefore, in the event of a breach or threatened
breach of any provision of this Section 7.3(c) by the Company, each Buyer shall be entitled to seek, in addition to all
other rights or remedies such Buyer may have, at law or in equity, an injunction restraining such breach, without being required
to show any actual damage or to post any bond or other security, and/or to a decree for specific performance of the provisions
of this Section 7.3(c).


 




    	 	18	 



    	 	 	 



    


 


7.4       Use
of Proceeds. The Company shall use the net proceeds from the sale of the Units for working capital and general corporate purposes,
including marketing and product promotion, capital expenditures and payment of the fees and expenses of this offering.


 


7.5       Fees
and Expenses. The Company agrees to pay to each Buyer (or any designee or agent of the Buyers), upon demand, or to otherwise
be responsible for the payment of, any and all costs, fees, charges and expenses, including the reasonable fees, costs, expenses
and disbursements of counsel for any Buyer, and of any experts and agents, which any Buyer may incur or which may otherwise be
due and payable in connection with: (i) any documentary stamp taxes, intangibles taxes, recording fees, filing fees, or other
similar taxes, fees or charges imposed by or due to any Governmental Authority in connection with this Agreement or any other
Transaction Documents; (ii) the exercise or enforcement of any of the rights of any Buyer under this Agreement or the Transaction
Documents; or (iii) the failure by the Company to perform or observe any of the provisions of this Agreement or any of the Transaction
Documents. The provisions of this Subsection shall survive the termination of this Agreement.


 


7.6       Public
Disclosure of Buyers. The Company shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any
filing with the SEC or any regulatory agency or Principal Trading Market, without the prior written consent of such Buyer except:
(a) as required by federal securities law in connection with any registration statement contemplated by the Registration Rights
Agreement or (b) to the extent such disclosure is required by Law or Principal Trading Market regulations, in which case the Company
shall provide Buyers with prior written notice of such disclosure permitted under this clause (b).


 


ARTICLE
VIII


CONDITIONS
PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL


 


The
obligation of the Company hereunder to issue and sell the Units to a Buyer at the Closing is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole
benefit and may be waived by the Company at any time in its sole discretion:


 


8.1       The
Buyer shall have executed the Transaction Documents that require the Buyer’s execution, and delivered them to the Company.


 


8.2       The
Buyer shall have paid the Buyer’s Purchase Price to the Company, which payment may be made by the release of the Buyer’s
Purchase Price from escrow in accordance with the Escrow Agreement.


 


8.3       The
Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and as
of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific
date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing
Date.


 




    	 	19	 



    	 	 	 



    


 


8.4       The
Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Units.


 


8.5       No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 


8.6       Since
the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably be
expected to result, in a Material Adverse Effect.


 


8.7       Trading
in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions of trading
of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since
the date of execution of this Agreement.


 


8.8       In
connection with the Initial Closing, the Company shall have received an aggregate Purchase Price in the amount of, at least, the
Minimum Purchase Proceeds. Any officer or director of the Company or the Placement Agent, or any of such parties affiliates, may
participate in this offering and their investment, if any, will count towards the foregoing amount.


 


ARTICLE
IX


CONDITIONS
PRECEDENT TO A BUYER’S OBLIGATIONS TO PURCHASE


 


The
obligation of a Buyer hereunder to purchase the Units at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided
that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


9.1       The
Company shall have executed and delivered the Transaction Documents and delivered the same to the Placement Agent.


 


9.2       The
Company shall have delivered to the transfer agent for the Company’s Common Stock instructions and all such other documents
required by the transfer agent to issue, in certificate form and in such Buyer’s name, the number of Shares underlying the
Units that such Buyer is purchasing.


 


9.3       The
Company shall have delivered to the Placement Agent the Warrants made part of the Units purchased at the Closing, with each Warrant
in the appropriate Buyer’s name and executed by a duly authorized officer of the Company.


 




    	 	20	 



    	 	 	 



    


 


9.4       The
representations and warranties of the Company and each of the Operating Subs shall be true and correct in all material respects
(except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above,
in which case, such representations and warranties shall be true and correct in all respects without further qualification) as
of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak
as of a specific date) and the Company and each of the Operating Subs shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with
by the Company and the Operating Subs at or prior to the Closing Date. The Placement Agent shall have received a certificate,
executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing
effect.


 


9.5       The
Company shall have delivered to the Placement Agent a certificate evidencing the formation and good standing of the Company and
each Operating Sub in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction
of formation as of a date within ten (10) days of the Closing Date.


 


9.6       The
Company shall have delivered to the Placement Agent a certificate or other reasonably acceptable evidence evidencing the Company’s
qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction
in which the Company conducts business and is required to so qualify, as of a date within twenty (20) days of the Closing Date.


 


9.7       The
Company shall have delivered to the Placement Agent a certificate, in the form acceptable to the Placement Agent, executed by
the Secretary of the Company dated as of the Closing Date, as to (i) the resolutions consistent with Section 6.3 as adopted by
the Company’s board of directors, and (ii) the Certificate of Incorporation and the Bylaws of the Company, each in effect
at the Closing.


 


9.8       The
Company shall have delivered to the Placement Agent an opinion of counsel to the Company, as of the Closing Date, in a form satisfactory
to the Placement Agent and its counsel.


 


9.9       No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect.


 


9.10       In
connection with the Initial Closing, the Company shall have received an aggregate Purchase Price in the amount of, at least, the
Minimum Purchase Proceeds. Any officer or director of the Company or the Placement Agent, or any of such parties affiliates, may
participate in this offering and their investment, if any, will count towards the foregoing amount.


 




    	 	21	 



    	 	 	 



    


 


ARTICLE
X


INDEMNIFICATION


 


10.1       Company’s
Obligation to Indemnify. In consideration of the Buyers’ execution and delivery of this Agreement, and in addition to
all of the Company’s other obligations under this Agreement, the Company hereby agrees to defend and indemnify each Buyer
and each Buyer’s Affiliates and subsidiaries, and their respective directors, officers, employees, agents and representatives,
and the successors and assigns of each of them (collectively, the “Buyer Indemnified Parties”) and the Company
hereby agrees to hold the Buyer Indemnified Parties harmless, from and against any and all Claims made, brought or asserted against
the Buyer Indemnified Parties, or any one of them, and the Company hereby agrees to pay or reimburse the Buyer Indemnified Parties
for any and all Claims payable by any of the Buyer Indemnified Parties to any Person, including reasonable attorneys’ and
paralegals’ fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the time
such amounts are due at the highest non-usurious rate of interest permitted by applicable Law, through all negotiations, mediations,
arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to: (i) any misrepresentation or breach
of any representation or warranty made by the Company or any Operating Subs in this Agreement, the Transaction Documents or any
other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or Obligation
of the Company or any Operating Sub contained in this Agreement, the Transaction Documents or any other certificate, instrument
or document contemplated hereby or thereby; or (iii) any Claims brought or made against the Buyer Indemnified Parties, or any
one of them, by any Person and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement,
the Transaction Documents or any other instrument, document or agreement executed pursuant hereto or thereto. To the extent that
the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Claims covered hereby, which is permissible under applicable Law. The Company will
not be liable to any Buyer under this indemnity: (i) for any settlement by a Buyer in connection with any Claim effected without
the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; or (ii) to
the extent, but only to the extent, that a Claim is attributable to any Buyer’s breach of any of the representations, warranties,
covenants or agreements made by such Buyer in this Agreement or in the other Transaction Documents.


 


ARTICLE
XI


MATTERS
RELATING TO THE BUYERS


 


11.1       Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under this Agreement and the Transaction Documents
are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance
of the obligations of any other Buyer under any one or more of the Transaction Documents. The decision of each Buyer to purchase
the Units pursuant to the Transaction Documents has been made by each such Buyer independently of any other Buyer and independently
of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities,
results of operations, condition (financial or otherwise) or prospects of the Company or of its subsidiaries, if any, which may
have been made or given by any other Buyer or any of their respective officers, directors, principals, employees, agents, counsel
or representatives (collectively, including the Buyer in question, the “Buyer Representatives”). No Buyer Representative
shall have any liability to any other Buyer or the Company relating to or arising from any such information, materials, statements
or opinions, if any. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with making its
investment hereunder and that no Buyer will be acting as agent of such other Buyer in connection with monitoring its investment
in the Securities or enforcing its rights under the Transaction Documents. Each Buyer shall be entitled to independently protect
and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any Proceeding for such purpose.
The Company and each of the Buyers acknowledge that, for reasons of administrative convenience the Company has elected to provide
each of the Buyers with the same Transaction Documents for the purpose of closing a transaction with multiple Buyers and not because
it was required or requested to do so by any Buyer. In furtherance of the foregoing, and not in limitation thereof, the Company
and the Buyers acknowledge that nothing contained in this Agreement or in any Transaction Document, and no action taken by any
Buyer pursuant thereto, shall be deemed to constitute any two or more Buyers as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect
to such obligations or the transactions contemplated by the Transaction Documents.


 




    	 	22	 



    	 	 	 



    


 


11.2       Equal
Treatment of Buyers. No consideration shall be offered or paid to any Buyer to amend or consent to a waiver or modification
of any provision of any of the Transaction Documents, unless the same consideration is also offered to all of the other Buyers
parties to the Transaction Documents.


 


ARTICLE
XII


TERMINATION


 


12.1       Termination.
This Agreement may be terminated prior to Closing (i) by written agreement of the Buyers and the Company or (ii) by either the
Company or a Buyer (as to itself but no other Buyer) upon written notice to the other, if the Closing shall not have taken place
by December 23, 2016, or such later date approved by the Company’s Board of Directors, but in no event later than December
31, 2016 (“Outside Closing Date”); provided, that the right to terminate this Agreement under this Section
12.1 shall not be available to any party whose failure to comply with its obligations under this Agreement has been the cause
of or resulted in the failure of the Closing to occur on or before such time.


 


12.2       Consequences
of Termination. No termination of this Agreement shall release any party from any liability for breach by such party of the
terms and provisions of this Agreement or the other Transaction Documents.


 


ARTICLE
XIII


MISCELLANEOUS


 


13.1       Notices.
All notices of request, demand and other communications hereunder shall be addressed to the parties as follows:


 


	 	If
    to the Company:	Imprimis
    Pharmaceuticals, Inc.
	 	 	12264
    El Camino Real, Suite 350
	 	 	San
    Diego, California 92130
	 	 	Attention:
    Mark L. Baum
	 	 	Email:
    mark@imprimispharma.com
	 	 	Facsimile:
    (858) 345-1743
	 	 	 
	 	With
    a copy to:	Golenbock
    Eiseman Assor Bell & Peskoe LLP
	 	 	711
    Third Avenue
	 	 	New
    York, New York 10017
	 	 	Attention:
    Andrew D. Hudders
	 	 	Email:
    ahudders@golenbock.com
	 	 	Facsimile:
    (212) 818-8881
	 	 	 
	 	If
    to the Buyers:	To
    each Buyer based on the information set forth in the Schedule of Buyers attached hereto


 


unless
the address is changed by the party by like notice given to the other parties. Notice shall be in writing and shall be deemed
delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the address below,
then three (3) business days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal
Express, UPS or other nationally recognized overnight courier service, next business morning delivery, then one (1) business day
after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand
delivery thereof to the address indicated on or prior to 5:00 p.m., New York time, on a business day. Any notice hand delivered
after 5:00 p.m., New York time, shall be deemed delivered on the following business day. Notwithstanding the foregoing, notice,
consents, waivers or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery,
but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written
confirmation from the receiving party) that the notice has been received by the other party.


 


13.2       Entire
Agreement. This Agreement, including the Exhibits and Schedules attached hereto and the documents delivered pursuant hereto,
including the Transaction Documents, set forth all the promises, covenants, agreements, conditions and understandings between
the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements,
understandings, inducements or conditions, expressed or implied, oral or written, except as contained herein and in the Transaction
Documents; provided, however, except as explicitly stated herein, nothing contained in this Agreement or any other Transaction
Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments
any Buyer has received from, the Company prior to the date hereof with respect to any prior investment made by such Buyer in the
Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company, or any rights of or benefits to any
Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company and any Buyer,
or any instruments any Buyer received from the Company prior to the date hereof, and all such agreements and instruments shall
continue in full force and effect..


 




    	 	23	 



    	 	 	 



    


 


13.3       Successors
and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred,
delegated or sublicensed by the Company without the prior written consent of each Buyer. Subject to the foregoing and except as
otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties hereto. 


 


13.4       Binding
Effect. This Agreement shall be binding upon the parties hereto, their respective successors and permitted assigns.


 


13.5       Amendment.
Except as specifically set forth herein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking
with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement
may be amended other than by an instrument in writing signed by the Company and the Required Buyers. Any amendment to any provision
of this Agreement made in conformity with the provisions of this Section 13.5 shall be binding on all Buyers and holders of Securities,
as applicable, provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders
of the Securities then outstanding or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written
consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effective unless it is in
writing and signed by an authorized representative of the waiving party, provided that the Required Buyers may waive any provision
of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 13.5
shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the
extent that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as
to itself only) or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which
may be granted or withheld in such Buyer’s sole discretion). No consideration shall be offered or paid to any Person to
amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration
also is offered to all of the parties to the Transaction Documents who are holders of Securities. The Company has not, directly
or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the
Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that,
except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any
financing to the Company or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company expressly
acknowledges and agrees that no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any
of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception
to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document. “Required
Buyers” means Buyers holding a majority of the Units sold pursuant to this Agreement.


 




    	 	24	 



    	 	 	 



    


 


13.6       Gender
and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural,
as the identity of the party or parties or their personal representatives, successors and assigns may require.


 


13.7       Execution.
This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and
the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered
its signed counterpart to the other party. A digital reproduction, portable document format (“.pdf”) or other reproduction
of this Agreement may be executed by one or more parties hereto and delivered by such party by electronic signature (including
signature via DocuSign or similar services), electronic mail or any similar electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding
and effective for all purposes.


 


13.8       Headings.
The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of the Agreement.


 


13.9       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the State of New York, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party
hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder
or in connection with or arising out of this Agreement or any transaction contemplated hereby. If either party shall commence
an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.


 


13.10       Further
Assurances. The parties hereto will execute and deliver such further instruments and do such further acts and things as may
be reasonably required to carry out the intent and purposes of this Agreement.


 




    	 	25	 



    	 	 	 



    


 


13.11       Survival.
The representations and warranties contained herein shall survive the Closing. Each Buyer shall be responsible only for its own
representations, warranties and covenants hereunder.


 


13.12       Joint
Preparation. The preparation of this Agreement has been a joint effort of the parties and the resulting documents shall not,
solely as a matter of judicial construction, be construed more severely against one of the parties than the other.


 


13.13       Severability.
If any one of the provisions contained in this Agreement, for any reason, shall be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement
shall remain in full force and effect and be construed as if the invalid, illegal or unenforceable provision had never been contained
herein.


 


13.14       No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


13.15       WAIVER
OF JURY TRIAL. THE BUYERS AND THE COMPANY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON,
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT EXECUTED
OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE
BUYERS AND THE COMPANY ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYERS TO PURCHASE THE UNITS.


 


13.16       
Compliance with Federal Law. The Company shall: (i) ensure that no Person who owns a controlling interest in or otherwise
controls the Company is or shall at any time be listed on the Specially Designated Nationals and Blocked Person List or other
similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury,
included in any Executive Orders or in any other similar lists of any Governmental Authority; (ii) not use or permit the use of
the proceeds of the purchase of the Shares to violate any of the foreign asset control regulations of OFAC or any enabling statute,
Executive Order relating thereto or any other requirements or restrictions imposed by any Governmental Authority; and (iii) comply
with all applicable Lender Secrecy Act (“BSA”) laws and regulations, as amended. 


 


[SIGNATURES
ON THE FOLLOWING PAGE]


 




    	 	26	 



    	 	 	 



    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.


 


	 	“COMPANY”
	 	 	 
	 	IMPRIMIS PHARMACEUTICALS, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/
    Mark L. Baum
	 	 	Mark
    L. Baum,
	 	 	Chief
    Executive Officer
	 	 	 
	 	BUYERS:
	 	 	 
	 	See Signature pages for each Buyer attached


 




    	Company Signature Page to Securities Purchase Agreement



    	 	 	 



    


 


BUYER
SIGNATURE PAGE FOR SECURITIES PURCHASE AGREEMENT


 


WITH
IMPRIMIS PHARMACEUTICALS, INC.


 


By
its execution below, the undersigned Buyer hereby acknowledges and agrees to the terms set forth in the Securities Purchase Agreement
to which this signature page is attached.


 


	FOR
    ENTITY INVESTORS:	 	FOR
    INDIVIDUAL INVESTORS:
	 	 	 	 	 
	 	 	 	Signature:	 
	[Name of Entity]	 	Name:	 
	 	 	 	 	 
	By:	 	 	Signature:	 
	Name:	 	 	Name:	 
	Title:	 	 	 	 
	 	 	 	 	 
	WORK ADDRESS:	 	HOME ADDRESS:
	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Attention:	 	 	Phone:	 
	Phone:	 	 	SSN:	 
	Fax:	 	 	 	 
	E-mail:	 	 	 	 
	Taxpayer
    ID#:	 	 	 	 


 


Number
of Units to be Purchased: _________________


 




    	Buyer Signature Page to Securities Purchase Agreement



    	 	 	 



    


 


BUYER
ADDENDUM RE ESCROW


(this
information is required)


 


	 	 
	(Print
    Name of Buyer)	 


 


By
signing the Securities Purchase Agreement, the above named Buyer hereby certifies and confirms that: In the event that the Escrow
Agent makes a disbursement to the Buyer, which may or may not occur, the Buyer hereby confirms that such disbursement is to be
made by wire transfer using the following wire transfer instructions. The Escrow Agent, the Company and the Placement Agent can
rely on this confirmation and the Buyer will not revoke this confirmation unless the Buyer confirms to the Company on this form,
replacement wire transfer instructions at least two (2) Business Days before revoking this confirmation. The Company may instruct
the Escrow Agent to, or the Escrow Agent may on its own, withhold any such disbursement until the Company is reasonably satisfied
and the Escrow Agent is satisfied in its sole discretion with the instructions and procedures for making such disbursement.


 


Bank
Name: ____________________


 


Bank
Address: ____________________


 


ABA
Number: ____________________


 


Account
Number: ____________________


 


Account
Name: ____________________


 


Reference:
____________________


 


 


 




    	Escrow Addendum




    	 	 	 



    


 


SCHEDULE
OF BUYERS


 


 


 


 




    	Schedule of Buyers




    	 	 	 



    


 


EXHIBIT
A


 


Registration
Rights Agreement


 





 




    	Exhibit A




    	 	 	 



    


 


EXHIBIT
B


 


Warrant


  





 




    	Exhibit B




    	 	 	 



    


 


EXHIBIT
C


 


ESCROW
AGREEMENT


 





 




    	Exhibit C




    	 	 	 



    


 


Appendix
I


  





 




    	Appendix I




    	 	 	 



    


 


Appendix
II


  





 




    	Appendix II